<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended OCTOBER 31, 1996 Commission file number 0-11306
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VALUE LINE, INC.
----------------
(Exact name of registrant as specified in its charter)
New York 13-3139843
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 East 42nd Street, New York, New York 10017-5891
- --------------------------------------------------------------------------------
(address of principal executive offices) (zip code)
Registrant's telephone number including area code (212) 907-1500
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1996
----- -------------------------------
Common stock, $.10 par value 9,977,125 Shares
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
(unaudited)
<TABLE>
<CAPTION>
Oct. 31, Apr. 30,
Assets 1996 1996
---------- ----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents (including short term
investments of $39,419 and $31,116, respectively) $40,466 $31,752
Trading securities 63,030 64,314
Short term securities available for sale --- 39,681
Accounts receivable, net of allowance for doubtful
accounts of $603 and $528, respectively 2,800 2,997
Receivable from clearing brokers 30,841 ---
Receivable from affiliates 2,199 1,965
Prepaid expenses and other current assets 2,789 2,872
--------- ---------
Total current assets 142,125 143,581
Long term securities available for sale 185,516 177,735
Property and equipment, net 13,011 12,120
Goodwill 47 390
--------- ---------
Total assets $340,699 $333,826
--------- ---------
--------- ---------
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities 9,043 8,433
Securities sold under agreements to repurchase 27,899 36,994
Dividends and interest payable 2,738 2,058
Accrued Salaries 1,539 1,808
Accrued taxes payable 5,096 5,489
--------- ---------
Total current liabilities 46,315 54,782
Unearned revenue 39,093 42,993
Deferred income taxes 16,580 13,255
Deferred charges 1,392 1,530
Shareholders' Equity:
Common stock, $.10 par value; authorized 30,000,000
shares; issued 10,000,000 shares 1,000 1,000
Additional paid-in capital 944 944
Retained earnings 206,707 196,834
Treasury stock, at cost (22,875 shares on 10/31/96,
23,025 shares on 4/30/96) (440) (443)
Unrealized gain on securities, net of taxes 29,108 22,931
--------- ---------
Total shareholders' equity 237,319 221,266
--------- ---------
Total liabilities and shareholders' equity $340,699 $333,826
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Statements of Income and Retained Earnings
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
Oct. 31, Oct. 31,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Investment periodicals and
related publications $15,168 $14,285 $30,606 $28,076
Investment management fees & svcs 7,179 6,472 14,198 12,709
Settlement of disputed securities trades --- 2,054 --- 2,054
--------- --------- --------- ---------
Total revenues 22,347 22,811 44,804 42,839
--------- --------- --------- ---------
Expenses:
Advertising and promotion 3,874 3,578 6,956 6,683
Salaries and employee benefits 5,410 4,953 10,899 9,871
Printing, paper and distribution 2,076 1,894 4,356 3,692
Office and administration 1,963 2,252 4,148 4,910
--------- --------- --------- ---------
Total expenses 13,323 12,677 26,359 25,156
--------- --------- --------- ---------
Income from operations 9,024 10,134 18,445 17,683
Income from securities transactions, net 4,040 3,279 5,498 12,601
--------- --------- --------- ---------
Income before income taxes 13,064 13,413 23,943 30,284
Provision for taxes 5,225 5,163 9,578 11,810
--------- --------- --------- ---------
Net income $7,839 $8,250 $14,365 $18,474
Retained earnings, at beginning of
year 201,363 171,330 196,834 163,101
Dividends declared (2,495) (1,996) (4,492) (3,991)
--------- --------- --------- ---------
Retained earnings, at end of period $206,707 $177,584 $206,707 $177,584
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share $0.79 $0.83 $1.44 $1.85
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Value Line, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the six months ended
Oct. 31, Oct. 31,
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $14,365 $18,474
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 705 639
Accretion of discount (224) (293)
(Gains) on sales of trading securities, securities held for sale & futures contracts (5,488) (5,866)
Unrealized (gains)/losses on trading securities 2,617 (4,024)
Write-off of goodwill 328 ---
Changes in assets and liabilities:
(Decrease) in unearned revenue (3,900) (1,784)
(Decrease) in deferred charges (138) (139)
Increase in accounts payable and accrued expenses 1,738 244
Decrease in accrued salaries (269) (491)
Increase in interest payable 181 601
Increase/(decrease) in accrued taxes payable (393) 640
(Increase)/decrease in prepaid expenses and other current assets 83 (427)
Decrease in accounts receivable 197 826
(Increase) in receivable from affiliates (234) (307)
--------- ---------
Total adjustments (4,797) (10,381)
--------- ---------
Net cash provided by operations 9,568 8,093
--------- ---------
Cash flows from investing activities:
Proceeds from sales of securities 18,341 15,000
Purchase of securities (5,520) (17,339)
Proceeds from sale of trading securities 38,741 26,869
Purchase of trading securities (37,750) (23,363)
Acquisition of property, and equipment, net (1,581) (990)
--------- ---------
Net cash provided by investing activities 12,231 177
--------- ---------
Cash flows from financing activities:
Proceeds from sale of treasury stock 3 19
Dividends paid (3,993) (3,991)
Repayment of obligation under repurchase agreement (9,095) ---
--------- ---------
Net cash (used in) financing activities (13,085) (3,972)
--------- ---------
Net increase in cash and cash equivalents 8,714 4,298
Cash and cash equivalents at beginning of period 31,752 45,026
--------- ---------
Cash and cash equivalents at end of period $40,466 $49,324
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
VALUE LINE, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES - NOTE 1:
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of normal recurring
accruals except as noted below) considered necessary for a fair presentation.
This report should be read in conjunction with the financial statements and
footnotes contained in the Company's annual report on Form 10-K, dated July 18,
1996 for the fiscal year ended April 30, 1996. Results of operations covered by
this report may not be indicative of the results of operations for the entire
year.
Cash and Cash Equivalents:
The Company considers all cash held at banks, in brokerage cash accounts and
invested in the Value Line money market funds with an original maturity of less
than three months to be cash and cash equivalents. As of October 31, 1996 and
April 30, 1996, cash equivalents included $29,349,000 and $25,238,000,
respectively, invested in the Value Line money market funds.
Securities Sold Under Agreements to Repurchase:
The Company has entered into agreements to sell and repurchase U.S. Government
Agency debt securities. The securities are recorded at market value and are
included in "Short-term securities available for sale" on the Consolidated
Balance Sheets.
Valuation of Securities:
The Company's long-term securities portfolio, which consists of shares of the
Value Line Mutual Funds, and the short-term securities portfolio, that the
Company classifies as available for sale, are valued at market value in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Unrealized gains and
losses on these securities are reported, net of applicable taxes, as a separate
component of Shareholders' Equity. Realized gains and losses on sales of the
securities are recorded in earnings on trade date and are determined on the
identified cost method.
Trading securities, which consist of securities held by Value Line Securities,
Inc., the Company's broker-dealer subsidiary, are valued at market with realized
and unrealized gains and losses included in earnings.
Financial Instruments with Off-Balance-Sheet Risk:
In the normal course of business, the Company enters into exchange traded
financial futures contracts. These contracts are intended to effectively manage
the Company's financial equity holdings in accordance with its asset allocation
model. The Company accounts for these instruments at market value, with gains
and losses included in the Consolidated Statements of Income and Retained
Earnings.
5
<PAGE>
VALUE LINE, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARKETABLE SECURITIES - NOTE 2:
Trading Securities:
Securities held by Value Line Securities, Inc. had an aggregate cost of
$49,053,000 and $48,066,000 and a market value of $63,030,000 and $64,314,000 at
October 31, 1996 and April 30, 1996, respectively.
Short-Term Securities Available for Sale:
Short-term securities available for sale consist of the Company's holdings in
the following securities:
Federal National Mortgage Association (FNMA), floating rate notes due
August 5, 1997; par value $30,325,000.
Federal Farm Credit Bank (FFCB), floating rate notes due February 12,
1997; par value $10,000,000.
During the first quarter of fiscal 1997, the Company sold the FFCB securities
and received proceeds of $9,870,000 which were equivalent to the recorded market
value of these securities. During the second quarter of fiscal 1997, the Company
sold the FNMA securities for $30,187,000, including accrued interest and
realized a net capital gain of $154,000. These proceeds are included in
Receivable from clearing brokers in the Consolidated Balance Sheets at October
31, 1996. At April 30, 1996, the market value of the FNMA and FFCB securities,
which approximates cost, was $29,831,000 and $9,850,000, respectively. These
notes were purchased at a discount from their respective face values. The
accretion of this discount had been included as an addition to the cost of the
securities and reflected as interest income in the Consolidated Statements of
Income and Retained Earnings.
Long-Term Securities Available for Sale:
The aggregate cost of the long-term securities was $140,735,000 and $142,456,000
and the market value was $185,516,000 and $177,735,000 at October 31, 1996 and
April 30, 1996, respectively. At October 31, 1996, the increase in gross
unrealized appreciation on these securities of $9,503,000, net of deferred taxes
of $3,326,000, was included in shareholders' equity. Realized gains and the
proceeds received from sales of these securities during the six months ended
October 31, 1996 were $1,230,000 and $8,471,000, respectively. See Subsequent
Events Note 7.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - NOTE 3:
Cash payments for income taxes were $9,971,000 and $11,172,000 during the six
months ended October 31, 1996 and 1995, respectively. Interest payments of
$705,000 and $571,000 were remitted during the six months of fiscal 1997 and
fiscal 1996, respectively.
6
<PAGE>
VALUE LINE, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - NOTE 3 (CONTINUED):
As indicated in Note 2, the Company sold for $30,187,000 the Federal National
Mortgage Association securities during the latter part of the second quarter of
fiscal 1997. The proceeds from the sale were received in November 1996 on the
settlement date.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - NOTE 4:
The outstanding obligation of $27,899,000 at October 31, 1996 under the
agreement to repurchase the Federal National Mortgage Association Floating Rate
Notes due August 5, 1997 (FNMA), stated in Note 2, was repaid from the proceeds
received from the sale of the FNMA securities during November 1996. The
obligation to repurchase the Federal Farm Credit Bank securities of $9,095,000
was satisfied from the proceeds from the sale of the securities during the first
quarter of fiscal 1997.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND
CONCENTRATION OF CREDIT RISK - NOTE 5:
In the normal course of business, the Company enters into contractual
commitments, principally financial futures contracts for securities indices.
Financial futures contracts provide for the delayed delivery of financial
instruments for which the seller agrees to make delivery at a specified future
date, at a specified price or yield. The contract or notional amount reflects
the extent of involvement the Company has in these contracts. At October 31,
1996, the underlying notional value of such commitments was $41,920,000. Risk
arises from the potential inability of counterparties to meet the terms of their
contracts and from movements in securities values. The Company limits its
credit risk associated with such instruments by entering exclusively into highly
liquid, exchange traded futures contracts.
ESTIMATED FAIR VALUE OF FINANCIAL AND DERIVATIVE INSTRUMENTS - NOTE 6:
Statement of Accounting Standards No. 119, "Disclosure About Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
disclosure of information regarding derivative instruments, which include
financial index futures contracts.
Derivative instruments held for trading purposes are reflected at fair value at
October 31, 1996. The fair value and the average fair value of derivative
financial instruments recorded as a liability in the Consolidated Balance Sheets
at October 31, 1996 and for the six months then ended was $2,665,000 and
$565,000, respectively.
Net trading gains related to equity securities that aggregated $4,155,000 for
the six months ended October 31, 1996 were offset by net trading losses during
the same period of $2,665,000 related to derivative financial instruments.
7
<PAGE>
VALUE LINE, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SUBSEQUENT EVENTS - NOTE 7:
The Company increased its cash position subsequent to October 31, 1996 by
selling $56,170,000 of securities from its Trading Securities portfolio and
$68,283,000 from its Long Term Available for Sale portfolio. The proceeds from
the sale are being held in the Value Line Cash Fund. The Company announced on
November 25, 1996 that Arnold Bernhard & Co., Inc. ("AB&Co.") the owner of
approximately 80% of the outstanding common stock of Value Line, Inc., had
entered into an agreement which will result in the settlement of a lawsuit that
seeks the dissolution of AB&Co. As part of the agreement, AB&Co. will purchase
on January 2, 1997 the shares held by the Arnold Van Hoven Bernhard family and
two co-trustees of a trust of which he is the income beneficiary. The Company
announced on December 9, 1996 that AB&Co. had entered into a supplement to its
settlement agreement in which AB&Co. had conditionally agreed to ask and use its
best efforts to cause, the Board of Directors of Value Line, Inc. to declare an
extraordinary dividend to all Value Line, Inc. shareholders. Such dividend would
be declared on December 16, 1996 and payable on January 2, 1997. AB&Co. intends
to ask the Value Line, Inc. Board of Directors to declare a dividend of
approximately $14 to $15 per share. The Company has available sufficient liquid
assets to pay such an extraordinary dividend should one be declared.
8
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
LIQUIDITY AND CAPITAL RESOURCES:
Value Line, Inc. (the Company) has liquid resources which are used in its
business totaling $281,326,000 at October 31, 1996. In addition to $95,810,000
in working capital, the Company has long-term securities available for sale with
a market value of $185,516,000, that, although classified as non-current assets,
are also readily marketable as the need arises. During the second quarter , the
Company sold U.S. Government Agency debt securities under agreements to sell and
repurchase. The proceeds of $30,187,000 from the sale, received upon settlement
in November 1996, were included as a receivable from clearing brokers in working
capital at October 31, 1996. The repurchase obligation of $27,899,000 was
satisfied from these proceeds at the settlement date. To effectively balance
its equity securities holdings, the Company enters into exchange traded
financial futures transactions. The notional value of those contracts at October
31, 1996 was $41,920,000. A significant portion of these futures positions were
closed during November 1996.
The Company's cash flow from operations of $9,568,000 increased $1,475,000 from
last year's level, primarily on the strength of the record operating profits
contributed by the investment publications and advisory business segments.
Additionally, the Company sold a portion of the U.S. Government Securities under
repurchase agreements during the first quarter of fiscal 1997 and received
proceeds of $9,870,000 that were used partially to repay the related repurchase
obligation in the amount of $9,095,000.
The Company increased its cash position subsequent to October 31, 1996 by
selling $56,170,000 of securities from its Trading Securities portfolio and
$68,283,000 from its Long Term Available for Sale portfolio. The proceeds from
the sale of these securities are being held in the Value Line Cash Fund. The
Company announced on November 25, 1996 that Arnold Bernhard & Co., Inc.
("AB&Co." ), the owner of approximately 80% of the outstanding common stock of
Value Line Inc., had entered into an agreement which will result in the
settlement of a lawsuit that seeks the dissolution of AB&Co. As part of the
agreement, AB&Co. will purchase on January 2, 1997 the shares held by the Arnold
Van Hoven Bernhard family and two co-trustees of a trust of which he is the
income beneficiary.
The Company announced on December 9, 1996 that AB&Co. had entered into a
supplement to its settlement agreement in which AB&Co. had conditionally agreed
to ask and use its best efforts to cause, the Board of Directors of Value
Line, Inc. to declare an extraordinary dividend to all Value Line, Inc.
shareholders. Such dividend would be declared on December 16, 1996 and
payable on January 2, 1997. AB&Co. intends to ask the Value Line, Inc. Board
of Directors to declare a dividend of approximately $14 to $15 per share. The
Company has available sufficient liquid assets to pay such an extraordinary
dividend should one be declared.
Management believes that the Company's cash and other liquid asset resources
used in its business together with the future cash flows from operations will be
sufficient to finance current and forecasted operations as well as the
extraordinary dividend requested by AB&Co. if and when such dividend is
declared. Management anticipates no significant borrowing requirements during
fiscal 1997. The short-term refinancing of the repurchase agreement relating
to U.S. Government Agency debt securities was terminated in early November 1996
when the obligation was satisfied.
9
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
RESULTS OF OPERATIONS:
Net earnings for the six months ended October 1996 were $14,365,000 or $1.44 per
share compared to net earnings of $18,474,000 or $1.85 per share for the six
months ended October 1995. Net earnings for the second quarter of fiscal 1997 of
$7,839,000 or $.79 per share was 5% below the net earnings of $8,250,000 for
the second quarter of fiscal 1996. Revenues and operating income for the second
quarter of fiscal 1997 were lower than the prior year's level by 2% and 11%,
respectively.
Revenues of $44,804,000 for the first six months of fiscal 1997 were $1,965,000
or 5% above the comparable results for fiscal 1996. Subscription revenues for
the six months ended October 1996 of $30,606,000 increased $2,530,000 or 9% from
revenues of $28,076,000 for fiscal 1996, a reflection of the higher level of
revenues from The Value Line Investment Survey and the Value Line Investment
Survey-Expanded Edition. Total full term subscription levels for all products at
October 31, 1996 increased 13% compared to the level at October 31, 1995. This
change included a 10% increase in full term subscriptions to The Value Line
Investment Survey-Expanded Edition, introduced in March 1995, and a 2% increase
in full term subscriptions to The Value Line Investment Survey. Revenues
derived from investment management fees and services for the six months ended
October 31, 1996 of $14,198,000 were $1,489,000 or 12% above the level at
October 31,1995. The increase in revenues resulted primarily from a 15%
increase in the average annual net assets under management in the Company's
mutual funds. Included in fiscal 1996 revenues for the second quarter are
proceeds of $2,054,000 received from the settlement of disputed securities
trades.
Expenses for the six months ended October 1996 were $26,359,000 or 5% above last
year's comparable expenses of $25,156,000. Advertising expenses of $6,956,000
were 4% above the prior year's level. Advertising expenses include a decrease
of $452,000 for The Value Line Investment Survey and an increase of $809,000 of
advertising for various new products, including the Value Line Investment Survey
FOR WINDOWS. Salary and employee benefit expenses of $10,899,000 were 10% above
last year's comparable level of $9,871,000 primarily as a result of expenses for
restructuring the Company's fulfillment operation and additional staffing in
various support departments as well as the Asset Management division. Office
and administration expenses of $4,148,000 decreased $762,000 or 16% from fiscal
1996's level largely as a result of a negotiated settlement with the Company's
landlord and from a decrease in professional fees that were incurred in
connection with an active lawsuit in which the Company was the plaintiff in
fiscal 1996. Additionally, fiscal 1997 includes a charge of $328,000 for the
write-off of goodwill at the Company's fulfillment subsidiary resulting from the
decision to restructure these operations.
The Company's investment portfolios produced income from securities transactions
for the six months ended October 31, 1996 of $5,498,000 compared to income of
$12,601,000 for the comparable six months of fiscal 1996. The decrease resulted
from lower capital gains produced by the Company's trading portfolios of
$3,898,000 and the decline in capital gains of $1,613,000 from sales of the
Company's mutual fund holdings. The correction in the financial markets during
the first five months of fiscal 1997 as compared to the rapidly rising market
during the comparable period of fiscal 1996, was primarily responsible for the
lower capital gains. The Company's sale of stock futures indices, used to reduce
the financial market exposure from the Company's equity securities holdings,
produced a net loss of $1,342,000 during fiscal 1997.
10
<PAGE>
VALUE LINE, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10Q report for the period ended October
31, 1996 to be signed on its behalf by the undersigned thereunto duly
authorized.
Value Line, Inc.
(Registrant)
Date: December 13, 1996 By: s/Jean Bernhard Buttner
------------------------------
Jean Bernhard Buttner
Chairman & Chief Executive Officer
Date: December 13, 1996 By: s/Stephen R. Anastasio
------------------------------
Stephen R. Anastasio
Chief Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 40,466
<SECURITIES> 63,030
<RECEIVABLES> 3,403
<ALLOWANCES> (603)
<INVENTORY> 0
<CURRENT-ASSETS> 142,125
<PP&E> 21,582
<DEPRECIATION> (8,571)
<TOTAL-ASSETS> 340,699
<CURRENT-LIABILITIES> 46,315
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 236,319
<TOTAL-LIABILITY-AND-EQUITY> 340,699
<SALES> 30,606
<TOTAL-REVENUES> 44,804
<CGS> 0
<TOTAL-COSTS> 26,359
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 927
<INCOME-PRETAX> 23,943
<INCOME-TAX> 9,578
<INCOME-CONTINUING> 14,365
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,365
<EPS-PRIMARY> $1.44
<EPS-DILUTED> $1.44
</TABLE>
